Policy Worldwide Business Conduct Manual

7/27/2019 Policy Worldwide Business Conduct Manual

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Our Worldwide Business Conduct Manual

We Do the Right Thing


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The Procter & Gamble Company i

Introduction

At P&G, we do the right thing. This may be a simple statement, but its also the oundation

o who we are as an organization.

What does doing the right thing mean? At P&G, it means upholding our Purpose, Values and Principles our PVPs.

Throughout our history o over 170 years, our business has grown and changed, but our undamental values have endured.

Our continued success depends on each o us upholding our PVPs in all o our work. It also requires that we help to

ensure that everyone at P&G knows how the PVPs apply to our work. We want our customers, consumers, ellow

employees and business partners to know that we do what we say, and we say what we mean. This reputation, built

over time and rebuilt every day, is what sets us apart. It is the oundation o our Company.

The Worldwide Business Conduct Manual contains the global standards we must ollow to ensure we uphold the PVPs

in our daily work. The WBCM provides clear guidance on specifc situations we might ace and directs us where to go

when we have questions or concerns.

Note: In our Worldwide Business Conduct Manual, Company and P&G reer toThe Procter & Gamble Company and/or all o its subsidiaries.


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ii The Procter & Gamble Company

P&G Colleagues,I joined P&G because I wanted to work with people who operated

with clear and consistent values people who hold themselves andone another accountable or operating with trust and integrity, orstepping up as leaders and owners o the business, or competinghonorably with a passion to win.

P&G has been built through the character o P&G people

through generations. That character is reected in our

Purpose, Values and Principles, and in how well we abide

by our PVPs as individuals and as a Company. Its what

enables all P&Gers to work together seamlessly across

business units and time zones, and it attracts the best

recruits and business partners. Its a tremendous source

o pride and confdence.

In todays VUCA world volatile, uncertain, complex andambiguous our PVPs are more important than ever.

The decisions were making and the business pressures

were acing are more complex than ever beore.

And externally, trust in large institutions is on the decline.

Everything we do every action we take adds or

subtracts rom our reputation.

This is exactly when P&G is at its best, because even

under these pressures, we always uphold our PVPs.

And our continued success depends on it.

Our Worldwide Business Conduct Manual ows directly

rom our PVPs. It helps us navigate the VUCA world

and reminds us we have a consistent way o operating

everywhere in the world. Please read it careully, take

personal responsibility or ollowing the WBCM and the

policies reerenced in it, and keep it handy or day-to-day

consultation.

Be sure to share our WBCM with new employees in your

organization. Encourage them to reer to it or guidance

as they become amiliar with how we work. We also

share our WBCM with external stakeholders via

www.pg.com and other orums. Its another way in which

we afrm our PVPs with the world.

Every day, P&G competes to win but never at the

expense o our PVPs. Were ocused not only on business

results, but also on how those results are achieved.

We will not drive results through illegal or unethical

dealings. I am so personally committed to this that I lead

P&Gs Ethics & Compliance Committee, which includes

our Chie Financial Ofcer, Chie Legal Ofcer, and Global

Human Resources Ofcer.

I you have questions about the WBCM, or i you haveconcerns about whether we are ollowing the letter and

the spirit o the law in any P&G business or operation,

please talk with your manager, your Human Resources

contact, your P&G Legal counsel, or contact me.

You may also report any concerns through the Worldwide

Business Conduct Helpline. We are committed to creating

a work environment that osters open communication

and supports employees in reporting potential violations.

Retaliation o any kind is inconsistent with our Values o

Integrity and Trust and simply will not be tolerated.

P&G does the right thing, and thats why consumers,

customers, business partners, government and

community leaders and other stakeholders admire and

trust us in virtually every part o the world. Thank you

or your everyday eorts to strengthen our reputation,

to practice our PVPs and to touch and improve more

consumers lives in more parts o the world

more completely.

Robert A. McDonald

Chairman o the Board, President and

Chie Executive Ofcer
http://www.pg.com/http://www.pg.com/


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Our Purposeunifes us in a common cause and growthstrategy o improving more consumers lives in smallbut meaningul ways each day. It inspires us to make apositive contribution every day.

Our Values reect the behaviors that shape the tone ohow we work with each other and with our partners.

Our Principlesarticulate our unique approach to doingour work.

Taken together, our PVPs are the oundation or our

unique culture. Throughout our history o over 170

years, our business has grown and changed, while these

elements have endured. Our PVPs will continue to be

passed down to generations o P&Gers to come.

P&G has the Worldwide Business Conduct Manual, aswell as the policies reerenced in it, that speak to how

we will operate across a wide range o business activities

and situations. This helps ensure that our actions are

consistent with our PVPs, as well as our legal and ethical

responsibilities, no matter where we are in the world.

We want to know that we can count on each other to

do the right thing. More inormation on our PVPs can be

ound at my.PG.com.

The Procter & Gamble Company iii

Our Purpose, Values & Principles (PVPs)
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Table o ContentsIntroduction

Letter from Our CEO

Our Purpose, Values & Principles (PVPs)

Why Do We Have a Worldwide Business

Conduct Manual?

What is Expected of Me?

Additional Expectations for Managers of Others 03

How Do I Raise Questions and Concerns?

Recognizing the Right Thing to Do . . . . . . . . . . 05

Ways to Raise Questions and Concerns 05

How P&G Handles Reports 07

Cooperating with Investigations 07

Consequences of Worldwide Business Conduct

Manual Violations . . . . . . . . . . . . . . . . . . . . . . . . 07

Retaliation is Not Tolerated. . . . . . . . . . . . . . . . . 07

We Do the Right Thing for Each Other

Promoting Respect in Our Workplace . . . . . . . . 09

Diversity and Inclusion . . . . . . . . . . . . . . . . . . . . . 09

Non-Discrimination . . . . . . . . . . . . . . . . . . . . . . . 09

Preventing Harassment . . . . . . . . . . . . . . . . . . . . 09

Ensuring Fair Employment Practices. . . . . . . . . . 10

Child Labor and Forced Labor . . . . . . . . . . . . . . . 10

Wage and Hour Practices . . . . . . . . . . . . . . . . . . 10

Freedom o Association . . . . . . . . . . . . . . . . . . . . 10

Ensuring Workplace Health and Safety . . . . . . . 11

Workplace Health and Saety . . . . . . . . . . . . . . . 11Drug and Alcohol Use . . . . . . . . . . . . . . . . . . . . . 11

Violence in the Workplace . . . . . . . . . . . . . . . . . . 11

Protecting Employee Privacy . . . . . . . . . . . . . . . . 12

We Do the Right Thing for Our Consumers,Customers and Business Partners

Ensuring Product Safety. . . . . . . . . . . . . . . . . . . . 15

Engaging in Fair Dealing and Fair Competition 16

Responsible Sales and Marketing Practices . . . . . 16

No Commercial Bribery . . . . . . . . . . . . . . . . . . . . 16

Complying with Competition Laws . . . . . . . . . . . 17

Gathering Competitive Inormation . . . . . . . . . . . 19

Respecting Third-Party Information . . . . . . . . . . 19

Consumer Inormation . . . . . . . . . . . . . . . . . . . . 19

Customer and Supplier Inormation. . . . . . . . . . . 20

Third-Party Intellectual Property and Commercial

Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Communicating with Media and Analysts . . . . . 20

We Do the Right Thing for Our Shareholdersand our Company

Acting in the Best Interests of the Company:

Handling Potential Conicts of Interest. . . . . . . 23

Disclosing Conicts o Interest . . . . . . . . . . . . . . . 23

Business, Financial and Personal Relationships

Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Gits and Business Entertainment Guidelines . . . . 24

Keeping P&G Information Secure . . . . . . . . . . . . 25

Confdential P&G Inormation . . . . . . . . . . . . . . . 25

P&Gs Intellectual Property . . . . . . . . . . . . . . . . . . 26

Using Company Assets and Technologies Properly 27

Physical Property . . . . . . . . . . . . . . . . . . . . . . . . . 27

P&G Technologies and Electronic Communications 27

Maintaining Accurate Books and Records . . . . . 28

Records Management . . . . . . . . . . . . . . . . . . . . . 28

Avoiding Insider Trading . . . . . . . . . . . . . . . . . . . 29

We Do the Right Thing Around the World

Protecting the Environment . . . . . . . . . . . . . . . . 31

Preventing Bribery and Corruption of

Government Ofcials. . . . . . . . . . . . . . . . . . . . . . 31

Money Laundering. . . . . . . . . . . . . . . . . . . . . . . . 32

Interacting with the Government. . . . . . . . . . . . 33

Work on Government Contracts . . . . . . . . . . . . . 33

Lobbying . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Political Involvement and Contributions . . . . . . . . 33

Trade Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Imports and Exports . . . . . . . . . . . . . . . . . . . . . . 33

Boycotts and Restricted Countries . . . . . . . . . . . . 33

Resources

Reporting Violations . . . . . . . . . . . . . . . . . . . . . . 34

Contact Information for Reporting. . . . . . . . . . . 35

Worldwide Business Conduct Helpline

(previously called the AlertLine) . . . . . . . . . . . . . . 35

Ethics & Compliance Committee

(Chief Executive Ofcer, Chief Financial Ofcer,

Chief Legal Ofcer, and Global Human Resources

Ofcer) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Corporate Secretary . . . . . . . . . . . . . . . . . . . . . . 35

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Why Do We Have a WorldwideBusiness Conduct Manual?Our character has been built on a oundation o integrity, trust and respectsince our beginning in 1837.

How we operate as a Company and as individuals is based on the principle o doing the right thing in all that we do.

This leads consumers to place their trust in us, our customers and business partners to do business with us, our

shareholders to invest in us, our external stakeholders to respect us, and the best talent to join us in working or P&G.

These principles are reected in our Purpose, Values, and Principles and are an important part o how we conduct

business. We believe that our continued success depends on each o us doing our part to uphold these PVPs in our work

and in the decisions we make each day.

Our Worldwide Business Conduct Manual explains the global standards to be ollowed in our daily business activities, as

well as our legal and ethical responsibilities. We must ollow these standards and the law at all times, and ensure that

we understand how they apply to our work. Our WBCM applies to all employees and members o the Board o Directors,

regardless o location, seniority level, business unit, unction, or region. We also expect suppliers and other business

partners to comply with the relevant aspects o our WBCM.

The Procter & Gamble Company 1


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2 The Procter & Gamble Company


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What is Expected o Me?We all have a responsibility to uphold our Purpose, Values, and Principles inour work and in the business decisions we make.

We are expected to do the right thing at all times.

This means that we must know and ully comply withlaws and regulations around the world. It is important to

keep in mind that certain countries laws may apply even

when we conduct business outside o their boundaries.

It also means that our actions need to be consistent with

our PVPs and our goal o making the lives o the worlds

consumers better each day. We do not allow the needs o

the business to justiy doing something that violates the

law. Even when something might be a common practice

in your location or within your cultural norms, you need

to continue to apply and ollow this Worldwide Business

Conduct Manual. No one at any level o our Company

has the authority to require you to violate the WBCM or

any law or regulation. I anyone attempts to do so,you should raise this by ollowing the steps set out in

Ways to Raise Questions and Concerns.

Each o us serves as an ethical role model in everything

we do or say. We should all make the WBCM and our

PVPs part o who we are. You must know and ollow our

WBCM, as well as the policies and procedures

that apply to your job. You must also complete all

Additional Expectations or Managers o Others

I you manage others, you have additional responsibilities. You must regularly communicate the importance o our

Worldwide Business Conduct Manual, applicable laws, ethical conduct and policies to those who report to you.

You must also strive to create a positive work environment in which employees eel comortable raising questions

and concerns about our WBCM or P&G policies and reporting any situations that need to be addressed.

In addition, you must ensure employees who report a suspected violation o our WBCM, Company policy or the law are

protected rom any orm o retaliation or doing so. Clearly communicate to those who report to you our Companys

no retaliation policy. Take appropriate action i you believe there is the potential or any orm o retaliation.

Company training and certifcations required or your

job. For those o you working in a country that isdierent than your country o citizenship, you also

have an obligation to know and understand the laws

o both your home and your host country. I you need

help understanding our WBCM or P&G policies, please

speak to your manager or Human Resources. I you are

concerned that there might be a conict between local

law and the guidance set out in our WBCM or policies,

you should seek advice by ollowing the steps set out in

Ways to Raise Questions and Concerns.

Be alert to any situations or actions that may violate the

law, our WBCM or Company policies. You are expected

to report known or suspected violations. The processor reporting a potential violation is outlined on page 5

o the WBCM. It is important that you take immediate

action to address any such situations that are within your

responsibility and communicate to appropriate contacts

any situations that raise concern. Failure to ollow the

law, the WBCM or Company policy will subject you to

disciplinary action, up to and including termination.



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How Do I Raise Questionsand Concerns?Recognizing the Right Thing to Do

At the core o P&G is the commitment to doing the right thing. This commitment has been passed down romgeneration to generation o P&Gers. I you are ever unsure about a business action or decision, you should ask yourselthe ollowing questions:

Am I being truthul and honest?

Is it the right thing to do?

Would I eel comortable i it was reported in the news or to someone I respect?

Will it protect P&Gs reputation?

I the answer to any o these questions is no, or you are not sure, do not proceed. Always ask before actingIt is never okay to ignore our Purpose, Values, and Principles or our Worldwide Business Conduct Manual or abusiness need.

Ways to Raise Questions and Concerns

At times, we may encounter situations in which the right choice is unclear or there is conicting inormation. I youhave questions or doubts as to whether an action is consistent with our Worldwide Business Conduct Manual orCompany policy, you are expected to seek guidance on how to ensure we do the right thing in that situation.

You also have a duty to our Company and your ellow P&Gers to report any known or suspected violations o ourWBCM, Company policy or the law. By making such a report, you are protecting the reputation and integrity o ourCompany, our Brands and our People.

I you need to raise a question or concern, your manager is likely the best person to speak to because he or sheknows your business unit and your situation. You may contact any o the ollowing resources to seek guidance or

report your concerns:

Your manager

A higher level manager in your management line o reporting

A Finance & Accounting manager

A Global Internal Audit manager

A Human Resources manager

A lawyer in our Legal Division

A Global Security manager

The Worldwide Business Conduct Helpline (previously called the AlertLine)

The Ethics & Compliance Committee (Chie Executive Ofcer, Chie

Financial Ofcer, Chie Legal Ofcer, and Global Human Resources Ofcer)

The Corporate Secretary o The Procter & Gamble Company

Contact inormation or the Worldwide Business Conduct Helpline, the Ethics & Compliance Committee and the

Corporate Secretary is available in the Resources section at the end o our WBCM.

Continued on next page.


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We are all expected to ollow the provisions outlined in this WBCM. Many provisions cannot be waived or any reason.

In those extremely rare circumstances where you believe that a waiver o the WBCM is needed, you must request

approval rom the Ethics & Compliance Committee in advance o any action.

Executive ofcers or members o the Board o Directors who believe that a waiver is necessary must request approval

rom the Board o Directors or an appropriate committee o the Board. I such a waiver is given, P&G will promptly

disclose such waiver as required by law.


The Worldwide Business Conduct Helpline (previously called the AlertLine) is a toll-freenumber you can call 24 hours a day, seven days a week, to report any serious concerns.

Dial 1-800-683-3738 (if you are located in the United States, Canada or Puerto Rico) Dial country code 01 and then call collect at 704-544-7434 (in any other location)

The Worldwide Business Conduct Helpline is staffed by an independent company andcan take calls in most languages. P&G will not attempt to trace your identity.When calling the Worldwide Business Conduct Helpline, you can report actual or

suspected violations anonymously, where allowed by local law. Please keep in mind,

however, that it may sometimes be more difcult or even impossible for our Companyto thoroughly investigate reports that are made anonymously. You are therefore stronglyencouraged to talk directly with a P&G manager, if possible, or share your identity whenmaking a report via the Worldwide Business Conduct Helpline. Your identity will be keptcondential to the extent possible.


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How P&G Handles Reports

Our Company will maintain the confdentiality o all

reports, consistent with resolution o the issues and in

compliance with all applicable laws. All reports will be

investigated thoroughly and promptly. Where required

by local law, anyone accused o wrongdoing will have

the right to access the inormation reported and to make

corrections in the event o an error.

Cooperating with Investigations

We each have an obligation to cooperate with any

internal or external investigations into allegations o

misconduct. You should always provide truthul and

accurate inormation to P&G personnel conducting an

investigation as well as to government regulators and

external auditors. Never alter or destroy documents or

evidence in order to prevent or hinder any investigation.

I you are contacted by a government regulator inconnection with a standard inspection or routine audit,

please notiy your manager and ollow established

procedures. I a government investigator contacts you or

any other matter, you must notiy Legal.

Consequences o WorldwideBusiness Conduct Manual Violations

In doing the right thing, we must dedicate ourselves

to complying with our Worldwide Business Conduct

Manual. Individuals who ail to comply with our WBCM

will be subject to disciplinary action, which may includetermination. All disciplinary action will be applied in a

manner consistent with local law. In some circumstances,

applicable regulatory authorities may impose fnes and

criminal penalties on individuals.

Retaliation is Not Tolerated

P&G does not tolerate any orm o retaliation against any

person who reports a suspected violation in good aith.

In addition, no one who participates or cooperates

honestly and completely in our Companys investigation

o a report will be subject to retaliation or doing so.However, this does not mean that there will be immunity

or violations.

Anyone who retaliates against a person or making a

good aith report or or participating in the investigation

o a report, as described above, will be subject to

disciplinary action, which may include termination.



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We Do the Right Thing or Each OtherP&G Brands and P&G People are the oundation o our success. P&G Peoplebring our Values to lie as we ocus on improving consumers lives, now and orgenerations to come.

Promoting Respect in Our WorkplaceWe treat all o our P&G colleagues and business partners with dignity and respect.

I you eel you or someone else has experienced harassment or discrimination, you should report the situation

immediately to your manager or any resource listed in How Do I Raise Questions or Concerns?

Diversity and Inclusion

We recruit, hire and retain the

best talent rom around the world,

reecting the markets and consumers

we serve. Developing and retaining

a diverse workorce provides us with

a sustained competitive advantage.

We recognize that a diverse mix obackgrounds, skills and experiences

drives new ideas, products and

services. This maximizes our ability to

achieve our goals.

Non-Discrimination

P&G is committed to providing equal

opportunities in employment.

This means we must treat our

ellow P&Gers and P&G applicants

airly and never engage in any

orm o unlawul discrimination.

We ollow all related laws and inour employment decisions (such as

recruiting, hiring, training, salary and

promotion) we do not discriminate

against individuals on the basis o

race, color, gender, age, national

origin, religion, sexual orientation,

gender identity and expression,

marital status, citizenship, disability,

veteran status, HIV/AIDS status,

or any other legally protected actor.

Preventing Harassment

We must be committed to providing

a harassment-ree environment,

in which we all have an opportunity

to contribute at our highest

potential. Harassment is

behavior that creates an oensive,

intimidating, humiliating or hostilework environment that unreasonably

intereres with another persons

work perormance. Harassment may

be physical or verbal, and may be

done in person or by other means

(such as harassing notes or emails).

Examples o harassing behavior

include unwelcome sexual advances

or remarks, oensive jokes and

disparaging comments.


Q: Lisa is a manager and needs to make a promotion decision. She thinks that, since Herbert is 50 and nearingretirement age and Iris is only 35 and may stay with P&G for many years, it would be wise to promote Iris.

After all, P&G will invest in training the newly promoted employee and she wants this investment to be usedwisely. Is this a good employment decision?

A: No. Lisa is making this decision solely on the basis of age, and this is never acceptable. She needs to make herdecision based on merit and without regard to any non-job-related personal characteristics.

Q: Micheles supervisor constantly tells Michele sexually offensive jokes and comments on her appearance in a

way that makes her uncomfortable. She asks him to stop, but he laughs and tells her hes just kidding around.Michele wants to report this, but fears her supervisor will know she did so and block her upcoming pay increase.What should she do?

A: Michele should report the situation to another manager or any of the resources listed in How Do I RaiseQuestions or Concerns? section immediately. P&G will protect her from any retaliatory acts, including withheld

pay or any other form of mistreatment due to her report and will take the necessary actions to ensure that shehas the opportunity to work in a harassment-free environment. We all have the right to work in a safe and

positive workplace, and P&G will work to ensure this goal is achieved.


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Ensuring Fair Employment Practices

Child Labor and Forced Labor

We do not use child or orced laborin any o our global operations or

acilities. None o us should tolerate

any orm o unacceptable treatment

o workers in our operations or

acilities. This means, among other

things, that we do not permit

exploitation o children, physical

punishment or abuse, or involuntary

servitude. We ully respect all

applicable laws establishing a

minimum age or employment,

in order to support the eective

abolition o child labor worldwide.

Workers under the age o 18 shall

not perorm hazardous work.

Wage and Hour Practices

Our Company ollows all applicablewage and hour laws, including

minimum wage, overtime and

maximum hour rules. P&G pays

competitive wages. We also provide

employees the opportunity to

develop their skills and capabilities

to enhance their ability to succeed

in their career, consistent with the

needs o the business.

Freedom of Association

P&G respects our employees rightto choose to join or not to join a

trade union, or to have recognized

employee representation in

accordance with local law.



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Ensuring Workplace Health and Saety

Workplace Health and Safety

P&G People are our Companys most valuable asset. We must thereore be committed to the highest standards o

saety to protect ourselves, our ellow P&Gers and contractors. We each have a responsibility to ollow all Company

saety and security procedures, as well as applicable laws and regulations. Nothing justifes working around or

ignoring any saety rule whether Company rule, regulation or law.

I you are ever aware o, or suspect, any unsae working conditions or other saety issues, you should report the

situation to your manager, your site saety leader or Legal immediately. I you have any concerns about your health at

work or the health o a coworker, promptly contact your site Health Services (Medical) unit. For more inormation,

go to healthnet.pg.com.

Drug and Alcohol Use

We conduct business or P&G in a sae manner, ree rom the inuence o any substance that could impair our job

perormance. We thereore may never use alcohol, illegal drugs, controlled substances or medication in a way thatmight harm our ability to conduct P&G business saely and successully. We must not let the use o any substanceadversely aect our ability to perorm our job, even i we are using a medication legally. We should eel ree to contact

appropriate Company medical personnel to discuss our particular situation.

We should never possess drugs that we do not have a legal right to possess while on P&G property or while workingor P&G. In addition, we should never sell or distribute these substances, whether or not we are doing Companybusiness, or whether we are on or o Company property.

For more inormation, contact Human Resources or your local Health Services resource.

Violence in the Workplace

As part o our commitment to providing a sae work environment, we never engage in or tolerate any orm o

violence. At P&G, violence includes threats or acts o violence, intimidation o others or attempts to instill ear in

others. Weapons are not allowed in the workplace, consistent with local law. I you know o or suspect incidents or

threats o workplace violence, you must immediately report your concerns. I you believe someone is in immediate

danger, contact building security or the local authorities.

Q: Amon recently injured his back on a hiking trip. His doctor prescribed a painkiller so he could go on with hisdaily life. Amon nds that the medication tends to make him dizzy and some routine tasks, such as operatingmachinery, seem difcult. What should he do as he returns to work at P&G?

A: Before being able to return to work, Amon should obtain appropriate medical clearance from his doctor orCompany medical personnel. It sounds as if the medication Amon is taking, even though he is doing so legally,could impair his ability to safety and effectively perform his job. This could place Amon, his coworkers and evenconsumers of our products in danger.

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Protecting Employee PrivacyAt P&G, we strive to promote a work environment o confdence and trust. One way o accomplishing this goal is to

properly manage and use the personally identifable inormation (PII) that our ellow P&Gers, as well as prospective

and ormer employees, entrust to us. PII is defned as any inormation that directly identifes an individual such as

name, physical address, email address, employee ID, government ID, photograph, or any combination o inormation

that might identiy an individual. We should not collect, access, use, retain or disclose PII o our employees, except

when pursuant to relevant and appropriate business purposes. We should not share this inormation with anyone,

either inside or outside our Company, who does not have a legitimate business need to know. In addition, we shouldtake steps to properly secure such data at all times rom unauthorized access by third parties. We also should inorm

employees about the PII that is being collected about them and how it will be used. External business partners who

process PII or us should ollow P&Gs privacy policies and security standards.

There are varying legal requirements governing the use o PII across the countries in which P&G does business and

operates local acilities. We must comply with all local laws governing PII. Visit Privacy Central on the intranet at

privacy.pg.com or more inormation.

P&G trusts us to do the right thing and does not monitor or review employees individual behavior or electronics

(computer, phone, mobile device, etc.) usage unless there is a legitimate, specifc reason or a legal requirement to do

so. We should not monitor or review another employees electronics usage unless we have obtained the individual

employees consent or obtained approval to do so rom high levels o business, Legal and HR leadership according to

applicable policy.

All Company monitoring or review o individual electronics usage is conducted consistently with applicable local law.

While the Company does not routinely monitor employees individual messaging behavior or computer usage, it does

perorm automated routine systems checks against devices to maintain or optimize system availability, application

perormance, or or legal requirements.

I you believe that any employee PII has been disclosed or used inappropriately, contact Legal or the Global Privacy

council members listed on Privacy Central (privacy.pg.com) immediately. Failure to do so could subject our Company to

fnes and/or regulatory action.

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We Do the Right Thingor Our Consumers, Customers andBusiness PartnersWe strive to touch and improve more consumers lives in more parts o theworld more completely. To better serve consumers, we create and deliverproducts, packaging and concepts that build winning brands and orge close,mutually productive relationships with our customers and suppliers.

Ensuring Product Saety

Product saety and quality are very important to us at P&G. Our customers choose P&G because we provide products

o superior quality and value that improve the lives o the worlds consumers. Ensuring that our products areconsistently o the highest quality is critical to our continued success. Product saety is a critical aspect o quality andwe must do our part to ensure that:

Our products and packages are sae or consumers and the environment when used as intended P&G meets or exceeds all applicable legislative and regulatory requirements related to product saety and labeling

We must each be aware o and ollow the Company policies and procedures designed to protect the quality and saetyo our products and raise concerns with Product Saety or Legal promptly. For guidance, contact the experts in ProductSaety & Regulatory Aairs (PS&RA).

Just as we provide sae, quality products, we expect our suppliers to assure the quality and saety o the products andservices they provide to us.

Q: Kyon recently conducted a consumer home-use panel. During the panel, she observed a potential safetyconcern with a product thats about to hit the market. Only one person out of hundreds had any troubles withthe product, so she doesnt think its very important to report. Is this a correct assumption?

A: No, not at all. Any product safety or quality issues must be reported and resolved, no matter how smallthe matter may seem. Kyon should raise any safety concerns that she knows about to Product Safety or Legalimmediately.



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Engaging in Fair Dealing and Fair Competition

Responsible Sales and Marketing Practices

We are expected to compete vigorously and eectively, but never unlawully. For this reason, we are truthul in all o

our sales and marketing. We must make only truthul statements about our Company and its products and services. All

marketing claims must be substantiated and live up to their promises.

You should be amiliar with the sales and marketing review procedures that apply to your work. As laws and

regulations change requently in this area, it is critical that you know the latest requirements.

No Commercial Bribery

We never make supplier, customer or other business decisions based on any personal beneft given or oered to us.

In particular, we may not solicit or accept bribes, kickbacks or other improper payments rom anyone who does or

is seeking to do business with our Company. Never oer or give any bribes, kickbacks or improper payments to any

supplier, customer or business partner. Keep this principle in mind when oering any orm o gits or entertainment to

a customer, supplier or other business partner.

Bribing Government Ofcials is also prohibited. Please see page 31.

Q: For the launch of a new initiative, Stella proposes to give one very nice Swiss watch to the buyer at eachcustomer. While she means for the customers to use the watches in charity rafes or the like, she knows thebuyer will likely take the watch for personal use. Can she authorize this premium?

A: No, Stella cant approve the premium for the initiative. P&G cannot pay for these expenses, since doing somight create the appearance of bribery.

To clariy, a bribe is anything o value, including cash payments, gits, entertainment or

other business courtesies, given in an attempt to aect a persons actions or decisions in order

to obtain or retain business or to secure an unair business advantage. A kickback is the

return o a sum already paid or due to be paid as a reward or awarding or ostering business.

In some countries, even small gits that are normally acceptable under the Gits and Business

Entertainment Guidelines section o our Worldwide Business Conduct Manual are considered

a commercial bribe. Be sure to check with Legal to understand the law in your country.



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Complying with Competition Laws

P&G strongly supports vigorous yet air competition. We succeed based on the quality o our products and our People,

and never through unair business practices. We must all abide by competition laws (also reerred to as antitrust

laws). These laws can vary rom market to market, but their common goal is to preserve ree and open competition

and to promote a competitive marketplace. When markets operate reely, our consumers beneft through high-quality

goods and services at air prices. Failure to comply with these laws can have serious and ar-reaching consequences or

our Company and the individuals involved.

For more inormation, go to antitrust.pg.com.

Interacting with Competitors:We must exercise caution when interacting with competitors. We must avoid

cooperating, or even appearing to cooperate, with competitors. We may never discuss any o the ollowing topics

with competitors without Legals consent:

Pricing or pricing policy, costs, marketing or strategic plans

Proprietary or confdential inormation

Technological improvements

Promotions we will conduct with customers

Division o customers, markets, territories or countries Boycotts o certain customers, suppliers or competitors

Joint behavior toward customers

Even in the absence o ormal contact, casual contact and exchange o inormation can create the appearance o an

inormal understanding between competitors. For this reason, P&Gs general rule is No Contact with Competitors

However, at times we may join trade associations and occasionally engage in various other activities with competitors,

as long as we have permission rom Legal. Be extremely cautious when interacting with competitors at these events.

I a competitor attempts to discuss any o the above topics with you in a trade association meeting, you should stop

the conversation immediately, leave the meeting and report the incident to Legal.

Contact with suppliers who are also competitors is allowable, provided discussions and interactions are strictly limited

to the purchase o the material, equipment, goods or services that P&G is buying, and provided Legal was aligned

beore contacting competition. Approval rom Purchases and alignment rom the appropriate leaders and unctions,as outlined in the Buying from Competitors Policy, must also be obtained beore contacting competition. Contact

Purchases or more inormation.

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Interacting with Customers:Certain competition laws also govern our interactions with our customers, including bothretailers and distributors. We treat our customers equitably and never seek to provide any unair advantage to onecustomer over another. We give all competing customers within a given market equal opportunities to qualiy or thesame prices, terms o sale and trade promotions. We may never:

For more information, see the Customer Practices Policy and Control Requirements.

Pressure or agree with a customer about resale prices oP&G products (pricing is always at the customers solediscretion)

Terminate a relationship with a retail customer basedon threats rom or agreements with another retailcustomer

Restrict how, to whom or where customers sell P&Gproducts without the advance approval o Legal

Enter into agreements that prohibit a customer rompurchasing products rom our competitors without theadvance approval o Legal

Condition the sale o less desirable products with moredesirable products (tying or bundling) withoutadvance approval o Legal

Strategize with a customer about specifc pricing orpromotion o private label products that compete withP&G products

Share confdential inormation o one customer withother customers or help customers coordinate in anyway their behavior on the market

Interacting with Suppliers: Just as P&G competes airly, we are committed to allowing suppliers to compete equitably

or our business based on the total value oered by that supplier. I you are involved in supplier selection, be sureto make decisions based solely on the merits o the suppliers oering. Make sure you ollow standard purchasing

processes and systems. In addition, you may never:

Make purchasing decisions on the basis o reciprocal deals or gits or entertainment

Solicit any supplier or potential supplier on behal o charitable, civic or other organizations

Q: Chet is an Account Manager in CBD. One of his customers is a small, rural store chain.The customer tells Chet that if they would buy all their laundry detergent from P&G at a good discount,the customer will drop all competing products and stock only P&G laundry. Can Chet agree to this proposal?

A: Maybe, but he would need to seek approval from Legal before making any form of agreement with thecustomer. None of us may enter into any agreements whether verbal or written that prohibit a customerfrom purchasing products from a P&G competitor without such approval. Doing so could be in violation of P&G

policy and competition laws.

Q. Cassandra is an engineer at a P&G plant. Five suppliers are submitting proposals to provide a unique serviceto the plant. P&G has promised all suppliers that P&G will hold their prices and innovative ideas in condence.Cassandra has a strong preference for a supplier with which shes worked in the past. Cassandra doesnt see

how P&G will be harmed as long as her favorite supplier offers the best price and solution, so she shares pricesand ideas from competing suppliers with her favorite supplier. Can she do this?

A. No. Cassandra is not allowing suppliers to compete equitably for the business. In addition, she is sharingone suppliers condential information with another supplier, which may create legal concerns. In the future,

suppliers may be reluctant to bring good ideas to P&G and to quote aggressively if they believe that their ideasand pricing will be shared with their competitors.



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Gathering Competitive Inormation

While our Company needs to know what our competitors are doing in order to eectively compete, none o us may

gather inormation about our competitors using deception, thet, misrepresentation, or other illegal or unethical

means. We must not request competitively sensitive inormation rom amily or riends about their employers, or new

hires about their ormer employers. In addition, in most circumstances we should also not ask or inormation directly

rom our competitors, as this can raise considerable legal risks. Always talk with Legal beore asking or inormation

directly rom our competitors.

For more inormation on collecting competitive inormation, please reer also to P&Gs Competitive Intelligence (CI)Policy.

I a P&G supplier or customer is also one o our competitors, we should not solicit confdential inormation rom them

in areas o competitive overlap without talking to Legal frst. In addition, we should not ask them to share confdential

inormation rom their suppliers or customers.


Consumer Inormation

P&G has made a frm commitment to vigilantly protect the privacy and security o consumer personally identifableinormation (PII). PII is defned as any inormation that identifes an individual such as name, physical address, email

address, government ID, credit card, photo, video or any combination o inormation that might identiy an individual.

This means we should collect, use, retain and saeguard consumer PII respectully and lawully. We should not trade,

sell or lease personal inormation entrusted to us without notice to, and consent rom, the consumers whose PII is

involved. These principles apply to any means o collecting, using and storing consumer PII on any medium such as

oine/hard copy, online websites/social media, mobile, fxed or transportable storage devices, etc.

Laws governing the handling and use o consumer PII vary widely by

geography. These laws may ocus on particular data types, kinds o

consumers, types o data processing, or communication channels. In all

locations, we must ensure that when we handle or use a consumers PII

(or delegate such handling or use to a supplier), we (and/or the supplier)

adhere to all local laws and P&Gs Privacy Policy and Consumer PrivacyStatement. We should design and build privacy and security controls into

our data handling plans through use o Global Business Services (GBS)

Consumer Solutions, who provides such controls in their service oerings,

or through our qualifcation and work with the third party suppliers we

choose or such data handling. I you believe that any consumer PII has been

disclosed or used inappropriately, contact Legal or the Global Privacy council

members listed on Privacy Central (privacy.pg.com) immediately. Failure to do

so could subject the individuals involved to discipline, and our Company to

fnes and/or regulatory action.

Respecting Third-Party Inormation

Q: Marcus works in Research & Development at P&G. His team has collected a large amount of consumer PII as partof a consumer satisfaction survey. Lucia, who works in Marketing, contacts him to request that he send her the lescontaining this PII so that she can develop targeted marketing emails. Should Marcus give Lucia the information?

A: No. Although Lucia has what may seem like a legitimate business reason for obtaining this PII, the individualswho participated in the customer satisfaction survey havent agreed to P&G using their PII to send them marketingemails. Under P&Gs Consumer Privacy Statement and many local laws, marketing emails may only be sent toconsumers who have opted-in to receive them. Therefore, Marcus shouldnt provide this information to her.
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Customer and Supplier Inormation

In addition to protecting consumer inormation, we also have an obligation to saeguard the confdential inormation

o our customers and suppliers. Never share this inormation with a third party or colleague who doesnt have a

business need to know it and make sure that suppliers and contractors who have access to P&Gs inormation systems

saeguard it. I a government agency requests such inormation about one o our customers, contact Legal beore

providing any inormation.

For more inormation about what constitutes confdential inormation, see the Confdential P&G Inormation section

o this Worldwide Business Conduct Manual.

Our relationships with our customers, suppliers and other third parties are important to us. The business they

conduct on P&Gs behal contributes to our corporate reputation. It is important we preserve that reputation by

reporting anything these third parties may do that would appear to be illegal or unethical, especially related to

P&Gs business. I you suspect or observe a third party doing anything potentially illegal or unethical (or example,

under-invoicing or violating competition laws), you should report this to your manager or Legal immediately.

Third-Party Intellectual Property and Commercial Rights

We should respect all third-party intellectual property (IP) rights and other intangible commercial rights belonging

to others. We should never knowingly inringe upon these rights.

IP reers to creations o the human mind that are protected by law, such as inventions, designs, distinctive

brand names, creative works (e.g., music, books, videos), sotware and know-how. Similarly, other commercial

rights include ones legally protected ability to determine how his or her persona (such as his/her name or

photo) will be used or commercial purposes or how others may use his or her creative works. These rights

collectively include copyrights, patents, trademarks, trade secrets, design rights, trade dress, logos, know-

how, right o publicity, moral rights, and other intangible property. Our duty to respect all third-party IP and

commercial rights applies to any business activities we conduct, including the creation o any internal or

external communications or marketing materials. Check with Legal beore using the name or materials o

another person or company.

We should use all third-party assets including sotware, music, videos and text-based content in accordance with

the specifc terms o their licenses and any noted license restrictions. Only sotware properly licensed or business use

is permitted to be used. This rule regarding employees appropriate use o third-party sotware or business use also

applies to any such sotware accessible via employee-owned personal computing devices such as Smartphones.

Please reer to the CompanysAppropriate Use of Hardware and Software Policyor more inormation.

Communicating with Media and Analysts

P&G strives to provide clear and accurate inormation to the media, inancial analysts and the general

public. In addition to important legal requirements to be clear and accurate, this helps us maintain integrity

in our relationships with the public and other external stakeholders, which in turn strengthens our corporate

reputation. Because this is so important, P&G has designated speciic unctions and individuals with

responsibility or communicating with the media and inancial analysts.

Only P&Gs Chie Executive Oicer, Chie Financial Oicer and certain specially designated individuals are

permitted to speak with analysts about our Company

All communications with members o the media are managed by External Relations

You must contact your business units External Relations spokesperson beore participating in media

interviews or in events or orums where members o the media will be present



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We Do the Right Thing or OurShareholders and our CompanyOne o P&Gs Values is Ownership. We all act like owners, treating ourCompanys assets as our own and behaving with P&Gs long-term success inmind. We believe that doing what is right will lead to long-term success orour Company, our Brands and our People.

Acting in the Best Interests o the Company:

Handling Potential Conicts o Interest

We are obligated to act at all times solely in the best interests o our Company. In order to uphold our Companysreputation, we must be alert to any situations that may create a conict o interest, whether actual or potential.A conict o interest arises when you have a personal relationship or a fnancial or other interest that could intererewith your obligation to act solely in the best interests o P&G, or when you use your position with P&G or personal gain.

Disclosing Conicts o Interest

I you fnd yoursel in a potential or actual conict o interest situation, you must immediately report it to your

manager. Reporting orms are available at wwbcm.pg.com or through Human Resources. This way, the situation

can be properly reviewed and assessed through our Companys Conict o Interest process. P&G will work with you

to fnd an appropriate solution. You are expected to take any remedial actions requested by our Company.

I you are aware o any other potential conicts at P&G, you should report these to your manager or through the other

available means o reporting (see Ways to Raise Questions and Concerns section). Executive ofcers and directors must

report potential or actual conicts to the Chie Legal Ofcer.

Business, Financial and Personal Relationships Guidelines

We must be careul to make sure our business and fnancial dealings and/or relationships do not cause situations wherewe may appear biased. Some common situations where potential or actual conicts o interest might arise include:

A member o your household or immediate amily is a supplier, customer or competitor o P&G, or an employee o such

a company

You or a member o your household or immediate amily has a signifcant fnancial or other interest in a company or

person that competes with, does business with or is seeking to do business with P&G

You have a direct or indirect reporting relationship with (or have the ability to inuence employment decisions or)

a member o your immediate amily or household, or someone with whom youre in a romantic relationship

You have a romantic relationship with a P&G supplier, customer or contractor (or employee o such a company)

when you have direct or indirect decision-making authority or inuence with respect to the P&G business relationship

You take personal advantage o any business or investment opportunity presented to P&G

You have outside employment or other activities with a company or individual that competes with P&G, or does business

with P&G, or that aects your ability to do your work or our Company


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You serve as a director or ofcer o another company, or as an elected ofcial (not including trade associations that you

accept at the request o P&G or positions with non-proft, charitable or religious organizations that dont interere with

your work)

You are in a role where you provide P&G unds to a charity, or are involved in charity-related programs on behal o our

Company. For more inormation about these situations, see our Conict of Interest Policy for Charitable Giving.

Gits and Business Entertainment Guidelines

We must be cautious when giving gits or entertainment to, or accepting gits or entertainment rom, anyone who doesor seeks to do business with our Company. P&G employees should only participate in business entertainment when it is an

integral part o business building activities. Remember that accepting gits or entertainment may appear to limit our abilityto make an objective business decision. In addition, oering such courtesies may be viewed as an attempt to inuence abusiness decision. We should always respect and adhere to customer or supplier policies that may not permit the acceptanceo gits or entertainment.

We should never accept or oer gits, objects or entertainment o signifcant value. Objects that have signifcantvalue are so major that they could create the impression or expectation (or the appearance o such) that the giver will berewarded with business, avoritism or some other obligation.

Expensive gits are always considered signifcant and should be declined. I you are in a rare situation where it would beembarrassing or impolite to decline a signifcant git, you may accept it on behal o our Company and provide it to P&Gor its use by contacting the Ethics & Compliance Committee.

Token gits o low monetary value are generally not considered signifcant. Examples include t-shirts, inexpensive pens,mugs, cups and calendars. Token gits are typically given in connection with training or recognition events.

Business meals that are minor in terms o the overall relationship with the giver are generally not considered signifcant.However, P&G should pay or the meal expenses on a relatively equal number o occasions.

Event tickets that are generally available to the public (including private box access at events where general admissionaccess is available to the public) are generally not considered signifcant. You may accept such tickets, but you mustpersonally reimburse the giver or the ace value o the ticket.

Elite event tickets that are not realistically available to the general public or are only available at a high premium over acevalue (such as championship sporting events and awards shows) are generally considered signifcant. I you are oeredsuch a ticket, you must petition the Ethics & Compliance Committee or permission to accept the tickets. I authorized,

P&G will pay the costs o your attendance to avoid the appearance o a personal conict o interest.

P&G may own seats at an event or receive event tickets in connection with its sponsorship o an event. These tickets are abusiness asset and their primary use is or business building activities.


Q: The company that employs Hans wife was recently bought by one of P&Gs main competitors. Hans isnt surewhether this matters, since his wifes company will only be a subsidiary of our competitor. What should he do?

A: Having an immediate family member who works for a competitor poses a potential conict of interest, and Hansshould disclose the situation to his manager immediately. Reporting forms are available online atwwbcm.pg.comor through Human Resources. P&G will work to determine whether an actual conict exists and, if so, what needsto be done to resolve it.

Q: Sally, an Account Manager, is offered four box seat tickets to a regular season soccer game by a customer withwhom she works. General admission tickets are available. What should she do?

A: Sally may accept the tickets, but only if she pays the face value of the tickets to the customer. If there is noindicated face value on the tickets, she should pay fair market value.

For more inormation, see our Global Policy on Business Entertainment & Attendance at Spectator Events. I you are ever

uncertain about the appropriateness o a git or entertainment, you should talk to your manager, Legal or the Ethics &

Compliance Committee.
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Confdential P&G Inormation

During the course o our work, we may learn confdential inormation about our Company.

Confdential inormation is generally nonpublic inormation that we know as a result o our position with P&G and

that might be o use to competitors or harmul to our Company i disclosed. Common examples include:

P&G has an Inormation Classifcation system governing

appropriate handling o its most confdential inormation.

In this system, such inormation is defned as Highly

Restricted, Restricted and Internal Use data. We should be

amiliar with these classifcations and protect inormation

accordingly. This is especially important when considering

what to share via electronic collaboration tools prevalent

within and outside P&G. Highly Restricted confdential

inormation should be encrypted.

We should only disclose confdential inormation to:

Fellow P&Gers or third parties who have a legitimate, need-to-know basis or having the inormation in order to

urther P&Gs business interests

Those who have a clear duty or obligation to keep the inormation confdential (or example, a person who has

signed a Confdential Disclosure Agreement or a contract with appropriate clauses) with our Company

Those to whom there is a legal obligation to disclose

When in doubt, contact Legal or assistance.

Customer lists

Terms, discount rates or ees oered to particular

customers or suppliers

Marketing or strategic plans

Product ormulas and package designs

Trade secrets, including manuacturing and marketing

processes and techniques

Sotware, risk models, tools and other system or

technology developments

Keeping P&G Inormation Secure




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P&Gs Intellectual PropertyOur Companys Intellectual Property (IP) is among its most valuable assets, and includes copyrights, patents, trademarks,trade secrets, design rights, trade dress, logos, know how, photos/videos, individuals names and likenesses, and otherintangible industrial or commercial property. We must protect and, when appropriate, enorce our Companys IP rights.To the extent permitted by law, P&G has the rights to all IP we create while employed by our Company that relate to P&Gbusiness. This is true regardless o whether the IP is patentable or protectable by copyright, trade secret or trademark.Contact Legal with any questions.


Do not discuss confdential inormation in places where you can be overheard, such as elevators and restaurants,

or open areas at P&G such as break rooms. In addition, do not leave confdential inormation, computers, mobile

phones or Smartphones unattended.

These obligations also apply ater your employment with P&G ends. When you leave our Company, you must not

disclose or use P&G confdential inormation. In addition, you must return any and all copies o materials or devices

containing confdential inormation in your possession

For more inormation, please see our Information Security Policies.

Q: Rosa gets a telephone call from a university doing research on a P&G project in which shes involved.She guesses that they must know about her project because of what she posted on a social networking Internet

site. She wants to help the students and is proud of her work. Should she provide information about her project?

A: No, Rosa cannot share research data with anyone outside of our Company. Rosa should not have postedCompany-related work on a social networking site, either. Competitive agents regularly search the Internet forthis type of data and persuade unsuspecting employees into sharing additional information that can be used to

piece together a total picture of condential projects, processes, plans, etc. Rosa should immediately report theinformation breach to Global Security, Legal or Information Security.


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Physical PropertyP&G trusts us to respect and care or its physical property, to the best o our ability, at all times. We must worktogether to prevent thet, destruction or misappropriation o all P&G physical assets. Never use this property or yourown personal gain or that o another person except to the extent that it is approved by local Company policy.

Physical property includes Company unds (including credit cards), acilities, equipment and communications systems.Although occasional incidental personal use o Company equipment and communications systems is permitted, theiruse should be limited. Company credit cards must never be used or personal purchases unless incidental to a businesstrip. Personal expenses charged to Company credit cards as part o a business tr ip should be reimbursed promptly.

Disposal o outdated Company equipment or other assets should ollow Company approved disposal/donationprocedures.

P&G Technologies and Electronic CommunicationsWe should saeguard P&Gs technologies, computer systems and applications, as well as the data stored on them, romdamage, alteration, thet, raud and unauthorized access. To achieve this goal, we should ollow the specifc security

measures and internal controls in place or the computer systems to which we have access.

We have a responsibility to use these resources in a sae, ethical, lawul and efcient manner. This means that weshould not use Company technologies or systems (including computers and other electronic devices that have accessto the Internet, such as Smartphones) to download or send inappropriate, discriminatory, sexually explicit or oensivestatements or materials. In addition, we should not use these technologies or systems to access illegal material, sendunauthorized solicitations or conduct non-P&G-related business.

Using Company Assets and Technologies Properly


Social Media:P&G recognizes that the Internet provides unique opportunities to listen, learn and engage withstakeholders using a wide variety o social media, including blogs, micro blogs (e.g. Twitter), social networking sites

(e.g. Facebook, LinkedIn), wikis, photo/video sharing sites and chat rooms. Because there are many laws around theworld that regulate what P&G can and cannot say about itsel and our products, P&G has established rules or us toollow when using social media as part o our daily work and in our personal use. As a general rule, when using socialmedia, we should:

We should remember that electronic messages (such as emails and text messages) are permanent, transerable recordso our communications and can aect the reputation o our Company.

I you believe that P&G technologies and/or electronic communications are being used inappropriately, notiy your

immediate manager, HR Manager or Legal.

Seek authorization rom our External Relations or Legalcontacts beore posting ofcial inormation about P&Gor our Brands.

Follow Company standards in our use o technology(reer to the Third Party Intellectual Property andCommercial Rights section o this Worldwide BusinessConduct Manual or more inormation).

Protect Company assets and confdential inormation,always remembering that the Internet is a public place

Use our Purpose, Values, and Principles and WBCM asour guide.

Clearly disclose our afliation with P&G whenever wetalk about the Company and/or any one or more o itsbrands in online postings. This rule applies whether weare posting comments online as authorized Companyrepresentatives or we are using social media or socialnetworks in our personal capacities (e.g. not pursuantto our employment responsibilities).

These general rules apply as well to our suppliers,agencies and others who act on our behal. We shouldnot ask our amily members or riends to post contentonline or in social networking venues that we could nototherwise post ourselves as employees o the Company.


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We maintain the accuracy and integrity o our books and records. Our shareholders and others rely on us to ensurethat our business records airly and completely reect our Companys operations and fnancial condition.Reporting accurate, complete and understandable inormation about our Companys business, earnings and fnancialcondition is one o our most important duties.

We must ensure that our fnancial statements, regulatory reports and publicly-fled documents comply with allapplicable and accepted accounting principles, statutory requirements and our Companys internal and disclosurecontrol procedures (available atsafe.pg.com). Our internal and external auditors will regularly review our compliancewith these requirements, so you should always provide them with your ull cooperation.

Internal controls are systems and processes that combine policies, authorizations, and procedures

with proper accounting and management tracking. Disclosure controls are systems and processes

that help ensure that important inormation is made available to the right people at the right time.

Never intentionally delay recording transactions or events, or intentionally record incorrect, incomplete or misleadinginormation about any transaction or event. Even i you do not directly record transactions or events, be sure any andall inormation you fle, including on time cards, quality reports and expense reports, is accurate and complete. I yoususpect that any o our books or records is being maintained in a raudulent or inaccurate manner, or i you have

any questions, contact your Business Unit Finance Manager, Regional Corporate Accounting, Global Internal Audit,the Finance & Accounting Comptroller or Legal. You may also report your concerns through the Worldwide BusinessConduct Helpline, previously known as the AlertLine.

For more inormation, see our Standards or Accounting and Financial Excellence (SAFE) available at safe.pg.com.

Maintaining Accurate Books and Records

Q: Trish is facing various budget limitations at the end of the scal year. To defer recognizing an expense, sheasks a supplier to bill our Company a few days late for the purchase of a costly piece of equipment. This way,

she can record the purchase in the next scal year. The supplier will be paid and her department will meet itsbudget. Can she do this?

A: No, you must never delay or intentionally record incorrect, incomplete or misleading information about transactions.

Records ManagementP&G considers records created or received during thenormal course o business a Company asset. This includesdocuments, email, spreadsheets, notebooks, photographsand video, regardless o whether they are electronic orhard copy. We manage and retain all Company recordsaccording to our Corporate Records Management Policyand Corporate Records Retention Schedule (RRS).

We are expected to review our records, using the RRS,and confrm the completion o this activity each year.

It is important that we take special care to retain alldocuments that relate to any imminent or ongoinginvestigation, lawsuit, audit or examination involvingour Company. This means that we never conceal, alteror destroy (even i past the retention time in the RRS)any documents or records related to any such inquiries.Engaging in such activity may expose individuals or ourCompany to criminal liability. For more inormation, please

see recordsmanagement.pg.com.
http://localhost/var/www/apps/conversion/tmp/scratch_10/safe.pg.comhttp://localhost/var/www/apps/conversion/tmp/scratch_10/safe.pg.comhttp://localhost/var/www/apps/conversion/tmp/scratch_10/recordsmanagement.pg.comhttp://localhost/var/www/apps/conversion/tmp/scratch_10/recordsmanagement.pg.comhttp://localhost/var/www/apps/conversion/tmp/scratch_10/safe.pg.comhttp://localhost/var/www/apps/conversion/tmp/scratch_10/safe.pg.com


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Avoiding Insider Trading

While working on behal o P&G, we may become aware o material nonpublic inormation about our Company orother companies with whom we do business. Material nonpublic inormation (also known as inside inormation) isinormation about a company that is not known to the general public and that a reasonable investor would considerimportant when deciding whether to buy, sell or hold that companys securities.

Buying or selling the securities o a company on the basis o inside inormation (known as insider trading) is a criminaloense in many countries and is prohibited by this policy. I you have any doubt about a potential securities transaction,seek guidance rom Legal. Never trade in a companys stock i Legal advises you not to do so. I you are on our Companysinsider trading list, do not engage in transactions involving P&G stock unless you are in one o the prescribed tradingwindows or unless you have obtained approval rom Legal.

I you reveal inside inormation to anyone, including members o your immediate amily or household, and that personthen buys or sells securities based on that inormation, you may be liable or tipping. This is true even i you do notpersonally trade on the inormation. Tipping is a violation o our Worldwide Business Conduct Manual and securities laws,

and carries severe penalties, including potential criminal liability or at-ault individuals.

For more inormation, see our Insider Trading Policy.


Q: Through his position at P&G, Ned has knowledge that P&G is planning to enter into a contract with asmall, publicly traded company that will be signicant for that company. He knows hes not allowed to tradebased on this inside information, but is planning to tell his sister so that she can make some money in the

stock market. Is this okay?

A: No. Ned cant trade on the basis of this inside information himself, and he cant provide it to his sistereither. This is called tipping and is a violation of P&G policy and securities laws.


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We Do the Right ThingAround the WorldWe are a good corporate citizen in all o our operations around the world.We act with integrity in all o our international business activities, and knowand ollow all applicable laws and regulations. In addition, we protect ourenvironment or uture generations to come and incorporate sustainabilityinto our products, packaging and operations.

Protecting the Environment

At P&G, we meet or exceed all applicable environmentallaws, regulations and permit conditions. We also useenvironmentally sound practices to ensure protectiono the surrounding environment. Environmentalregulations may include rules governing the use, control,

transportation, storage and disposal o regulatedmaterials that may reach the environment as a part owastewater, air emissions, solid waste, hazardous wasteor uncontained spills. Even non-regulated materialsmust be managed in a responsible and sustainablemanner. Many o these materials can also have adverseenvironmental impacts i mishandled.

P&G expects that we understand and comply with health,saety and environmental regulations in our daily activities.

I your job involves contact with any regulated materials orrequires that you make decisions about how any materialsare used, stored, transported or disposed o, you need

to understand how they should be legally, responsibly,and saely handled. Contact the Health, Saety andEnvironment experts in your organization or inormation.

Bribery not only harms our Company, but also thecommunities where we do business. Governments aretaking steps to combat bribery, and many o the countriesin which we do business have strict laws against theseimproper payments. We prohibit improper payments togovernment ofcials, regardless o where we are located.It is important to remember that engaging in bribery,or even appearing to engage in such activity,can expose you and our Company to criminal liability.We also prohibit acilitating payments, which are smallpayments (or tips) to individual ofcials to expediteroutine government actions. Expediting payments,such as speeding up a passport renewal, which can bemade to the agency itsel (not to an individual) and arespecifcally authorized by local law are not acilitationpayments. Please check with Legal to determine whether

a payment is appropriate. Any payments made toassure the immediate personal saety o an individualwould not be considered a violation o this WorldwideBusiness Conduct Manual. Only our Ethics & ComplianceCommittee may grant exceptions to the prohibition onacilitation payments.

In addition to reraining rom making improper paymentsto government ofcials, you must never retain a third

party to make an improper payment to a governmentofcial or enter into any transaction where you suspect a

third party is making such payments. Doing soviolates our Worldwide Business Conduct Manualand anti-corruption laws. You should also be aware ored ags (or example, cash payments, paymentswithout supporting documentation, payments in anotherpartys name) that suggest the possibility o illegal bribesor payments by someone at P&G or a third party.

We must careully screen all third parties who interace

with government ofcials on P&Gs behal, particularlyin countries with higher corruption rates and in anysituations where red ags would indicate urtherscreening is needed, using our due diligence/suppliercertifcation procedures beore retaining them.

Contact Legal or Global Internal Audit i you have anyconcerns.

In some cases, P&G may do business with an individualwho is also a member o government (or example, alocal supplier whose owner is also an elected member othe legislature). Such situations must be handled careully,thereore you should involve Legal.

Contact Legal or more inormation.

Commercial Bribery is also prohibited. Please see page 16.

Preventing Bribery and Corruption o Government Ofcials




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Q: While traveling out of his home country on a P&G project, John needs to secure a service from a localgovernment. If he doesnt secure it quickly, the deal hes working on will likely fall through. A coworker tellsJohn that he knows someone who is really good at getting government approvals. Johns coworker volunteers toenlist the friend to handle the matter for a small payment. Since its such a small amount, can John just give themoney to the coworker to give to the friend?

A: No, John cant make any such payment, no matter how small it is. He would rst need to conduct proper duediligence on the consultant his friend suggested to help ensure that the consultant did not raise red ags thatwould cause concern about the possibility of corruption. If the consultant were hired, John would also need toinstruct the consultant about P&Gs anti-corruption policy to help ensure that no improper payments would bemade on P&Gs behalf.

Bribery is the giving orpromising to give improperpayments to a governmentofcial in order to inuenceacts or decisions, or to receivespecial treatment or to obtainor retain business.

Improper paymentsare direct or indirect(or example, through athird party) payments madeto a government ofcial(whether in cash, gits, lavishentertainment, avors or other

things o value) in order toinuence acts or decisions,to receive special treatment orpersonal gain, or to obtain orretain business.

Government ofcialsinclude ofcials andemployees o governments,political parties, state-owned companies, and evengovernment-ownedor -controlled companies and

joint venture partners.

P&G is committed to preventing the use o Companyresources or the purposes o money laundering,which is an attempt by individuals or organizations to hidethe proceeds o their crimes by making those proceedslook legitimate. It is important that we know and complywith all laws and regulations aimed to halt moneylaundering. This means we must make payments or goodsand services via approved and documented paymentpractices.

We must be vigilant and exercise good judgment whendealing with unusual customer transactions, includingrequests to make payment to a third party or to receivepayment rom a third party. Only conduct business with

customers that are willing to provide you with properinormation so that P&G can determine whether thepayments are appropriate.

Without advance permission rom appropriate Legal andTax personnel, you should never:

Make a payment to an entity that is not a party to thetransaction (e.g. third party) or that isnt legally entitledto receive payment

Accept a payment rom an entity that is not a partyto the transaction (e.g. third party) or that isnt legallyentitled to make payment

Accept payments in cash, unless no secure bankingsystem exists

Ship customer orders in a manner inconsistent withstandard procedures

Conduct oreign exchange operations with unauthorizedinstitutions

This list is not exhaustive. For more inormation,see our SAFE (Standards for Accounting and FinancialExcellence) Policy on Money Laundering Avoidanceor contact Legal or Tax.

Money Laundering



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Work on Government ContractsMany countries place strict legal requirements oncompanies that do business with the government.When selling to, negotiating with or working withgovernment customers, it is critical that we abide by

these requirements. These rules are oten much stricterand more complex than those that govern our sales tocommercial customers. I your work involves governmentcontracts, it is your responsibility to know and ollow theparticular rules that apply to your work. For additionalinormation, contact Legal or appropriate policies.

LobbyingAs a corporate citizen, P&G oten takes a position on issueso public policy that could impact our business.Our Company also engages in eorts to aect legislationor government policy. However, regulations on Companyactivities in this area vary around the globe. Thereore,only certain individuals within our Company may engage

in lobbying eorts on P&Gs behal. Do not contact agovernment ofcial in an attempt to inuence legislationor government policy on behal o P&G unless your eortshave been approved by appropriate Global GovernmentRelations, External Relations or Legal personnel.

The Honest Leadership and Open Government Act(HLOGA) is a United States law that imposes criminalliabilities or violating U.S. Congressional git rules.All P&Gers everywhere in the world (whether or not

engaged in lobbying) must comply with HLOGA.Thereore, none o us may provide Members o theU.S. Congress or their stas any gits o value,including meals or products.

For more inormation, contact the Chie ExternalRelations Ofcer or the Vice President o Global

Government Relations.

Political Involvement and ContributionsOur Company recognizes our right to participate in thepolitical process as individuals. However, we may onlyparticipate on our own time and at our own expense.We may not use Company time, unds, acilities or

assets or political purposes or contributions withoutexpress written permission rom the Ethics & ComplianceCommittee.

Imports and ExportsP&Gs business has many global aspects, and we need toknow about and abide by special laws and regulations

that apply to the import and export o products andtechnical data.

An export occurs when a product, sotware,technology or piece o inormation is shipped to anothercountry. An export can also occur when technology,technical inormation, service or sotware is disclosedor provided to a citizen o another country, regardlesso where the person is located. Beore engaging inexporting activity, you must veriy the eligibility o boththe location o delivery and the recipient. You also mustobtain all required licenses and permits, and pay allproper duties.

Import activity, or bringing the goods we purchaserom a oreign or external source into another country,is also generally subject to various laws and regulations.Specifcally, this activity may require the payment o dutiesand taxes, as well as the submission o certain flings.

Consequences or violating trade control laws andregulations are severe or both our Company and the

individuals involved, including the loss o export privilege

Documents

Policy Worldwide Business Conduct Manual